This Agreement (“Agreement”), by and between ResellerRatings.com, belonging to the Answers TM group of companies ("ResellerRatings.com"), and Participating Merchant ("Merchant") is entered into, (i) following your indication of acceptance of, and agreement with, all of the terms and conditions set forth herein ("Acceptance") by subscribing to the Merchant Member Program on the webpage where this Agreement appears at http://www.resellerratings.com/forum/payments.php, or by your verbal or written authorization by phone or email to ResellerRatings.com to manually subscribe you to the Merchant Member Program, and (ii) upon ResellerRatings.com’s acceptance and confirmation of you as a member of the Merchant Member Program (”Confirmation”).
As used in this Agreement, the following terms shall have the following respective meanings:
If to ResellerRatings.com:By email: firstname.lastname@example.org By postal mail: ResellerRatings.com
If to Merchant: To the address, physical or email, as specified by Merchant as part of its registration for the Merchant Member Program(d) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part by Merchant without the prior written consent of ResellerRatings.com. This Agreement and any of the rights, interests or obligations hereunder may be assigned, in whole or in part by ResellerRatings.com without the prior written consent of Merchant. (e) The headings contained in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement. (f) ResellerRatings.com may modify or amend any of the terms or conditions contained in this Agreement at any time. Upon the occurrence of any material modification or amendment, ResellerRatings.com will notify you. If the modification or amendment is unacceptable to you, your sole recourse shall be to terminate this Agreement in accordance with the provisions hereof. Your continued participation in the Merchant Member Program for a period of ten (10) business days following the receipt of any such notice will be deemed to constitute Merchant's binding acceptance of such modification or amendment. (g) The failure of any party hereto to comply with any representation, warranty, covenant or agreement contained in this Agreement may be waived only by a written instrument signed by the party granting such waiver. No failure by a party to take any action with respect to any breach of this Agreement or default by the other party shall constitute a waiver of such party's right to enforce any provision hereof or to take any such action. The waiver by any party hereto of a breach of any provision hereunder shall not operate as a waiver of any prior or subsequent breach of the same or any other provision hereunder. (h) Any provision hereof which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof. (i) Merchant agrees that in the event a dispute arises concerning its use of resellerratings.com, or any other program or service offered by ResellerRatings.com, that such dispute shall be resolved via an arbitration process. Unless the parties specifically agree otherwise in writing, such arbitration shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Further, Merchant agrees that any such arbitration shall be settled on an individual basis, and unless the parties agree otherwise in writing shall not be consolidated in any arbitration or suit with any claim or controversy of another party. Merchant agrees that all arbitration proceedings will be conducted in San Francisco, CA., and further agrees that any interim or preliminary relief sought shall be brought exclusively in a court of competent jurisdiction in the County of San Francisco, CA. (j) The relationship of the parties to this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Neither party shall take any actions that would suggest to any third party that the relationship between the parties is anything other than that of independent contractors. (k) Neither party shall be liable for, have the right to terminate this Agreement or claim damages as a result of the other party's failure or delay in performance due to circumstances beyond such party's reasonable control (except for the nonpayment of money), including but not limited to labor disputes, strikes, lockouts, shortages or inability to obtain energy, war, riots, insurrection, epidemics, earthquakes, fires, acts of God, governmental action, third party network or telecommunications failures and third party internet "brownouts." (l) ResellerRatings.com operates the Web site from its offices in the United States of America and makes no representation or warranty that its content or use is legal in any other location. Access or use where illegal is prohibited. Merchant is responsible for compliance with applicable local laws. Merchant represents and warrants that it will refrain from taking any actions that contravene any such laws. If Merchant is an individual, Merchant represents and warrants that he or she is at least 18 years of age. (m) ResellerRatings.com reserves the right to refuse to display any HTML Advertisement or Logo Advertisement which is libelous, scandalous, obscene, vulgar, or otherwise deemed unsuitable for placement upon the Web site. Such determination shall be made according to the sole discretion and judgment of ResellerRatings.com.